Variations on the Death (and Life) of Coulson
by Afalstein
Summary: Previously "Fury's Good Eye." Reactions from different members of the MCU on Coulson's "resurrection." NEW:Variations. 7 Ways Coulson Might Have Died and 1 Way He Did.
1. Fury's Good Eye

Melinda May did_ not_ have a good feeling about this meeting. That was fairly normal, she supposed. Probably most desk employees would feel uneasy about being called to the office of not just their boss, but their boss's boss's boss. Especially if they hadn't done anything particularly noteworthy for the past two or three years.

And, of course, if their boss's boss's boss happened to be an international spymaster in charge of the free world's security. May felt privately sure no one _ever_ looked forward to meetings with Fury. The fact that the meeting was in a hospital meant nothing one way or the other, Fury was too much a spy to allow for much consistency or reason to his covert meetings.

The orderlies in the hospital directed her by pre-arranged passwords to a surgery observation booth. When she came in the door, Director Fury stood with his back to her, staring down through the tinted windows at the delicate procedure taking place below, as if his attention was utterly fixed on it. It was the sort of basic tactical error that May would chew a recruit out for, but she knew better with Fury. She could see his single eye tracking her in the glasses reflection. "Agent May." He nodded.

"No." May stood firmly at attention.

Fury turned slowly around. "Excuse me?"

"No, sir." She repeated.

"Perhaps you should explain what you're refusing, Agent May." He leveled an even glare in her direction.

It was odd, May reflected, how even after years of experienced spy work, a single look from Fury could make her shake in her bootss for no damn reason at all. "There's only one possible reason you'd want to personally meet with me, sir. I'm not returning to active duty."

"Really." Fury seemed unimpressed.

"Sir, you know my reasons." May insisted.

"Hell with your reasons, Agent May," snorted Fury. "I know you don't get out much from behind that desk of yours, but maybe you heard about a little toss-up we had in New York recently. Gods on earth? Aliens invading? Nukes above an American city?" He looked at her. "A little past cultists, aren't we?"

"Sir, there's always some disaster threatening the world. Aliens, business moguls, giant green-skinned berzerkers, it's always something." May's voice was level and even. "I did my part for world peace."

"So." Fury raised his eyebrows in mock understanding. "Thirty-seven SHIELD agents KIA, two hundred and sixty three wounded or missing, five billion dollars in associated damages, and a hundred million souls nearly baked in glowing blue ashes, but you think you deserve the right to stay at that cushy desk job of yours."

"Last I checked, your lack of manpower is the personnel department's problem, not mine." May answered.

Fury grunted and turned to face the window again.

"I won't return to active duty." May insisted. "You can't make me."

"I damn well can." Fury snorted.

"I'll blow any mission you send me on. I'll leak details to the press. I'll…"

"Come over here a moment, would you, agent May?" Still not even looking at her, Fury crooked a finger, an imperious gesture that could not be denied.

Burning with anger and frustration, May stepped forward, beside the director, to look down at the surgery taking place below. A small crowd of doctors in scrubs were clustered around a sheeted body.

"You were never much of a medic, were you, agent May?" Fury asked, continuing to study the procedure.

"My skill set largely consisted of breaking people apart, not putting them back together." May answered snidely. She realized Fury was getting around to something, but damned if she was going to play along. "I received basic medical training, that's it."

Still not turning, Fury simply gave a placid nod. "Just enough to keep on breaking things." He mused. "That's what a soldier does, what a weapon does, what nature does. SHIELD's supposed to be all about defense, about preserving things, but that requires just as often tearing them down." A shrug. "The world wants a new kind of army, but it keeps fighting the old wars. Breaking things apart is what we're good at. It's easy. Natural. Putting them back together… that's a bit harder."

"Fascinating, sir." May did not bother to hide her sarcasm.

Fury turned to look at her. "We defended New York, May, but we almost didn't, and Loki's goon squad broke SHIELD apart but good. We lost a lot of people, good people, who we can't readily replace."

"I. Know."

May had turned her head to glare at him. The pompous bastard had the nerve to stand there and just calmly note that 'good people' had died, as if he didn't know she'd already heard about Phil, as if he didn't remember her entire case history with the man or what her psyche evals probably said about him. The manipulating son-of-a-bitch was using Phil's death to try to force her back into SHIELD, and he didn't have the decency to even acknowledge it.

"Putting our forces back together is going to be a real challenge, Agent May." Fury glanced again with studied nonchalance at the surgery. "We're going to need every man on deck."

May, uncomprehending, glanced down at the surgery also.

There, on the table the surgeons had just been clustered around, sat Phil Coulson. He was buttoning up his shirt as if there was nothing wrong, and was joking and laughing with the dark skinned doctor.

May's eyes widened, her feet took an involuntary step forward, her fingers reached out toward the scene and brushed against the glass.

Fury stepped back and passed behind her. "Burn these after you're done with them," he noted, dropping a thick sheaf of files on a nearby table.

May barely even noticed him leave.

* * *

Melinda May strode down the hallways of the Triskelion, her eyes narrowed and her mouth thinned to a hard line. Fists clenched at her sides, she walked in tight, clipped steps, straight through Fury's waiting room and into his office.

"You son of a bitch." She hissed.

Fury blinked placidly up at her. "And a good afternoon to you too, Agent May." He answered. Turning to his guest, he noted: "Mr. Secretary, I'm afraid we'll have to finish this later…"

"No apology necessary, Nick." Alexander Pierce, Secretary of the Global Security Council, answered, raising his hands as he stood. "Not sure what you did to deserve it, but I know better than to come between an angry woman and her prey. Agent May." He nodded at her pleasantly. "You're looking well."

"Sir." May managed, eyes still burning into Fury.

Pierce looked from her, to Fury, and back to her again. "I'll… see myself out, then." He shrugged.

"You absolute bastard." May said again, as the door closed behind Secretary Pierce.

Fury did not even blink. "You destroyed the files?"

"I'd have made you eat them, if I could." May snarled.

"You destroyed the files?"

"Yes, I destroyed them. Dumped them into an incinerator and sprinkled the ashes in the Triskelion fountain." May rolled her eyes. "Your dirty little secret is still safe, you sick maniac."

Fury leaned back in his chair and studied her. "I'm starting to think you don't like me, Agent May."

"How could you do that to him?" The words came bubbling, boiling, exploding out of her. "All he's done for you, for this organization, and you turn him into some sort of… of sick guinea pig?" May's hands clenched and unclenched. "Some dry run for your own immortality project, Fury? What, you're not satisfied with killing off your own men, so you want to bring them back so you can kill them all over again? What you did to him…"

"Is _done_, Agent May." Fury's voice cut like a knife. "I don't recall asking for your approval; regardless of whether you like how I brought back Agent Coulson, the fact remains that I did, and my reasons for doing so are my own." Leaning forward, he folded his hands on his desk and looked at her. "What I'm asking of you is how best to keep him that way."

May stared at him incredulously. "How best to…"

"Did you actually understand what was in that file, or were you just taking notes on what you could yell at me for?" Fury asked. "Coulson's back, fine. His heart's pumping, his lungs are breathing, the synapses in his brain are all firing accordingly. He's alive."

"Against his own protest, yes." May snarled.

"So you did read them." Fury nodded. "That's what you're here for. I want you to silence that protest."

"You want me to…"

"We need Coulson to want to live." Fury explained, standing to his feet. "There's no point in bringing back a man if he just throws himself off a building." He walked around toward the back window and looked out at the ground miles below.

"We have a plan in place." He continued, glancing at her. "Coulson is to be given an assignment—an important assignment."

"What?" May didn't think she'd been struck speechless so many times. "Are you absolutely insane, sir? That man is on a knife's edge, no thanks to you and your…"

"The assignment doesn't actually have to be important." Fury indicated. "Coulson just has to think it is."

"Oh." May quieted. Then her eyes widened. "You're going to try and trick him?"

"We're going to give him a reason to live, and hopefully a distraction from dying," answered Fury. "But Coulson's been a spy, he knows the tricks, so it'd be best if it actually were an important assignment…"

"…but not important enough so he'd actually cause havoc if he broke down." May finished, starting to understand.

A nod. "So." Fury turned to face her. "What would that look like?"

It took May a minute to get what he was asking. "I refuse to be a part of this!" She hissed, practically recoiling.

Shrugging, Fury turned away. "Fine, I'll ask someone else."

May glared. "You utter, absolute, moth-"

"You don't like me. I got it," answered Fury, still looking away from her. "But unless you want someone else determining the convalescing conditions for your resurrected friend, I suggest you get with the program."

May closed her eyes and breathed deeply. "A team and a plane." she said finally. "Put Coulson in charge of a team based out of some sort of plane—preferably one that headquarters can control in case of trouble. That puts him in a controlled environment where any sort of collapse can be dealt with internally."

"We have some decommissioned mobile command centers that should work." Fury nodded, turning around. "Why the team?"

"The team is an automatic safety net." May answered. "Whether they know anything or not, they'll be there to deal with any fallout. A medic, of the best sort you can find, obviously, but probably also someone capable of controlling that... brainwash-bot you used. In case you need to mind-wipe him again." May struggled for a moment. "There should also be a specialist on board." She met Fury's gaze directly. "In case of extreme action."

"I could have figured that out on my own." Fury answered, a spark of irritation in his eye. "I brought you in on this because you know Coulson. Any more specifications?"

May fought to keep herself under control. "It should be a... young team."

There was faint surprise, but also notable approval, on Fury's face. "A Coulson's Angels team? Definitely makes the assignment more enjoyable for him."

"Not... that." May shook her head. "Just young. No senior agents. Coulson's a... paternal man. Having younger agents under his command will make him feel responsible, needed." She hated herself, talking like this.

"That's the kind of insight I'm looking for." Fury's mouth curved, and May hated herself a little more. "But." He raised a finger. "There's gonna be at least one pretty face on that plane."

"Very good, sir."

"Also, I'm thinking this mission needs two specialists, not one."

May frowned. "Sir?" Coulson was good, but he was no specialist. One should be plenty.

"Coulson's going to want you in on this, May." May felt a warm glow rising. "He's been trying to add you to ops for years. Ten bucks says if you're not on the team docket, he'll add you to it. And if he doesn't, I will."

The warm glow vanished. "I won't be a mole."

"Sure you will." Fury shrugged off her refusal. "You can't risk me assigning anyone else."

She hated Fury. Hated, hated, hated, hated, hated...

Fury noted her burning eyes. "You're in too deep to back out now, Agent May. I don't intend to bring in more agents on this than I absolutely have to."

"Given what was in those files, I can understand that."

"You'll be attached to the project... pilot, specialist, janitor, I don't much care." Fury shrugged. "But you'll be responsible with giving me regular and detailed updates on Coulson's status and doings."

There was a short silence.

Fury raised an eyebrow. "Agent May?"

"Yes. Sir."

Satisfied, he continued. "Keep track of his emotional state, his mental faculties, and any unusual symptoms that manifest themselves." He seemed to think, then nodded. "You'll need a private encrypted line... whatever quarters you have would be the best place. You miss an update, HQ will assume control of the plane and fly you to the nearest SHIELD facility."

"Sir." May didn't think she could say much more, but then a question occurred to her. "Why the other specialist?"

"Let's say this matter is too critical to be left up to one agent." Fury answered. "Particularly one with your history. Now." He said, continuing past her furious expression. "Any last points to offer?"

May just simmered in anger for a few moments, then took a step forward. "Let's be clear here, sir, I'm not doing this for you. I'm doing this for Coulson."

"You can do it for the damn fate of humanity for all I care." Fury shrugged. "Just do it. Anything more?"

"This isn't a snow job. You don't send him on fake missions, whatever 'assignment' you're giving him is actually going to be worthwhile." She demanded. "Coulson's smart, if you try feeding him missions and assignments just to boost his ego, he'll see though it."

"Good thing we're not going through a slow season." Fury answered cooly. "There's rarely any need to fabricate global crises, Agent May, I think I can promise the threats will be legitimate. Is that all?"

Something occured to May. Something Phil had mentioned once. It was silly, crazy, a childish little obsession, but that was the point of this, wasn't it?

"Lola."

For the first time since she'd met him, May saw Fury's face droop in dismay. "Not Stark's old car?!"

"It's a favorite of his." May answered calmly, dancing inside with dark glee. "You know how nostalgic it is. He had pictures of it all over his apartment. He used to say how he'd love to drive it around."

"But Lola... she's... she's..." Fury sighed heavily. "Fine. Lola too, then."

May gave a small, triumphant nod. "Thank you, sir."

Dropping into his chair, Fury gave another sigh. "Lola." He mused, then looked up. "All right. Dismissed. Come up with more specific parameters, forward them to me on secure line 9. I'll pass them on to Coulson."

"Sir." May turned, but the tiny victory had emboldened her, and she hesitated. "Sir..." She said, half-turning back. "Why... did you do this? Why Coulson?"

Fury was eyeing a glass of scotch on his desk. "Honestly, Agent May?" He said. His eye lifted. "It's none of your damn business."


	2. Private Sector

**Private Sector**

Hill knew she was in trouble when she opened the door to her new boss's office and saw the files from the Providence Base op strewn all over the desk. But there wasn't much point in admitting guilt, so she put a brave face on it. "You wanted to see me, Pepper?"

"Today I'm Ms. Potts." Pepper's face was devoid of its normally warm smile as she waved Hill to the seat in front of the desk.

"Very well." Hill nodded. Personally she preferred that anyway—no one had ever called Fury "Nicky" (at least not to his face) and while she couldn't complain about Potts' effectiveness as a leader, at the same time she felt uncomfortable with the informality that seemed to be the rule around Stark Industries. "I take it I'm in trouble?"

"Something like that, yes." Pepper fixed her with an eye. "You know, Tony's not overly fond of SHIELD, and I can't say I'm their biggest fan either. I mean, even before we learned the organization was riddled with Nazis and may have had a hand in killing Tony's father, there was the whole almost-nuking-New-York matter."

"You still hired me." Hill shrugged.

"Yes. We did." Pepper nodded. "And we did so on the understanding that there would no more secrets. That you would not be working an agenda—not running some sort of secret warrior operation or Section H under our noses. That you would trust us and that we would trust you."

"Talbot's been at you about Providence base." Hill held up her hands. "I'm sorry I didn't tell you about the facility, but honestly I didn't think it was even still active. There's scarcely anything there worth counting, it's a glorified bunker." She sighed. "And yes, I imagine Talbot's mad, but just... leave him to me. I'll work out a deal with him, no need for the lawyers to get involved."

"You'd like that, wouldn't you." Pepper gave her a cold look. "In fact, I'll bet you'd rather Talbot didn't talk to me at all."

Warning bells were going off in Hill's head, but she played it cool—no sense in admitting to something that hadn't been discovered. "Well, if you WANT to talk to him... he's kind of an insensitive jackass..."

"Oh, I'm aware." Pepper nodded. "I've had to endure three hours of his delightful company, listening to him rave about how you knocked out four of his men and helped a known fugitive escape."

"Things got a little out of hand." Hill shrugged. "But as I said, let me deal with him, I should be able to..."

"Among other things," Pepper spoke right over her, "he demanded—not requested, demanded—that we keep you under surveillence, and inform him if you came into contact with a 'Phil Coulson.'" Pepper slapped a photo on the desk. "Even gave us this recent shot of him. Wasn't that nice?"

Hill closed her eyes.

"Answers." Pepper snapped. "Now. And no more lies. I like to trust my employees."

"Technically Fury didn't lie." Hill answered. "Coulson was dead."

"Col. Talbot disagrees." Pepper frowned.

"He was." Hill insisted. "For... forty seconds. He was in a medically induced coma throughout most of the battle of New York, we didn't know if he was going to make it until a day or two later. Fury just thought it would give more punch if they said he was dead."

"Really." Pepper swiveled around her laptop. "Then what's this? I had Jarvis go digging through all that SHIELD data that was released? Coulson was declared dead prior to the battle for New York. Pension, life insurance, everything."

"Right." Hill waved. "Part of the cover. Tony was hacking SHIELD files, we had to make everything look real."

Pepper looked at Hill for a moment, then smiled. "Maria." she said sweetly. "What would you say if I called you a horrible liar?"

"I would ask for your advice on how to improve, Ms. Potts." Hill answered crisply.

"And if I asked you for a straightforward answer on this Coulson business?"

"I would give you a straightforward lie, Ms. Potts."

Pepper gave a long breath through her nose and massaged her temple.

Hill wasn't sure if it was honest pity for her employer or an honest desire to stay employed, but she spoke up. "Look, honestly, even I don't know the whole story behind Phil's... recovery. And what I do know..." She averted her eyes. "...you're better off not knowing."

Pepper's eyes narrowed.

"Just... know that Fury wasn't lying about Phil being dead, and by the time Phil was not dead..." Hill shrugged, "...telling would have brought on too many questions and problems." She gestured at the laptop. "You're probably wondering why there's no record of the living Coulson in those files that Jarvis searched through. Fury buried every record he could find, and ensured that Phil's mission involved no red tape. And no records." Hill shrugged. "That should give you an idea,"

Pepper studied her for a long moment. "That's all I'm going to get from you, isn't it."

"Unless it concerns world peace, Ms. Potts, then yes." Hill waited a moment. "Are you going to fire me?"

"I'd like to." Pepper huffed, glancing back to her desk. "But no. For the moment, you're still too valuable."

"Thank you, Ms. Potts." Hill nodded. She hesitated a moment longer. "Are you... going to tell Tony?"

Pepper didn't answer right away. "I... I don't know." She sighed. "Just... get out of my office."

Hill gave a nod. "Of course." She walked out and closed the door. Then she straightened her suit and walked back to her office with clipped, brisk, steps.

Pepper wouldn't tell Tony. Hill had seen it in her eyes. Pepper just wasn't willing to accept that yet. Both she and Tony were new to the world of global security, new to the world of threats, lies, and secrets. They were just starting to learn what that could mean.

But that's what she was around for, wasn't it?

She just hoped Pepper never discovered that Fury was still alive too.

* * *

**A/N:** I decided to expand this story. Originally this Hill vignette was going to be a separate story, but with the Recruitment Drive series I'm doing right now, I also wanted to do a bit with Hawkeye and Black Widow (who will be coming later), and decided to expand this into its own one-shot series.

It strikes me as very unlikely that Tony would not sift through all the info Widow released on the internet, and equally unlikely that some mention of Coulson would not be in there SOMEWHERE. So I tried to explain how that might work.

But even outside of that, it's incredibly unlikely that Talbot would fail to mention Coulson to one of Hill's new superiors. And since, if Coulson ever shows up again in the movies (pleasepleaseplease), Tony is going to have to be VERY shocked, it makes sense that that would be Pepper. Who, honestly, would probably take it worse than Tony.

Anyway. Enjoy! The next "Recruitment Drive" installment should be out soon, and also another chapter of Mysterious Mynds (I'm between classes right now, so I have lots of spare time).


	3. Bird-Brain

**Bird-Brain**

Barton wasn't entirely sure what he was doing here. "Come back when you're better." Fury had said, and Barton had taken that to mean: "When I can be sure you're not going to shoot up the helicarrier." or at the very least: "When you stop mumbling and staring off into space and hearing little blue whisperings in your skull."

Getting used as a god's personal pit bull did things to your mind. Barton had come out of the arrangement better than Selvig—Clint felt personally sure that had something to do with the explosive arrow he'd tagged Loki with—but he still felt it. Ideas, premonitions, instincts tugging at the folds of your brain. He was no good on missions anymore; it was just too hard to concentrate on lining up a shot when you could feel the stars watching you.

So he'd gone into rehab, or the SHIELD equivalent of it. It didn't do much good. The doctors didn't even have access to most of his case history—that was classified. The other people in therapy had either been terrified or suspicious of him. Nat and Steve came by occassionally, but not often.

One time, Clint talked to Nat about his doctor. "He just asks some very strange questions." He'd said. "Like about how I felt when I got poked with the sceptre, if I noticed any increased effectiveness or any new powers..."

"They're trying to help you, Clint." Nat had told him.

"Seems like they should be trying to get my mind off that whole incident then, not making me relive it constantly." Clint had rubbed a hand over his face. "Nat, do you know... is SHIELD studying the sceptre? Is that why they're asking me all this? Are they trying to defend against it or... or replicate it?'

"I don't know what happened to the scepter." Nat had shaken her head. "But I'll talk to Fury about it, see if he can get your psychiatrist to focus on something more productive."

The questions had stopped, but in their place had come new CAT scans, MRI's, and all sorts of medical tests. They were irritating and inconclusive, but Clint went along with them all the same.

Then Fury died.

The next day, Clint'd awoken, chained to a bed in a concrete room somewhere, a new doctor leaning over him with glittering eyes.

It was Hydra. It'd always been Hydra. They were VERY interested in what the scepter had done to him, and now that they no longer had to worry about Fury, they were going to start all the fun tests that they'd REALLY been wanting to get to.

Barton had been tortured before, by professionals, but Hydra was legendary when it came to this sort of thing. Fortunately the Hydra scientists weren't particularly interested in pain, just in information, and even more fortunately, they were careful about permanently damaging his psyche, in case it might affect the information they were after.

The weeks rolled by in a haze of pain and psychotropic truth-serums. Barton was moved from bed to chair to test chamber. Sometimes there was a doctor, sometimes there were other prisoners, sometimes there was James Cagney or Richard Nixon. The procedures grew more and more extreme, and the results less and less useful, and the hallucinations more and more bizzare.

Time passed, and Barton could see, even through the film of blurry green insects, that the doctors were disappointed, and getting frustrated. He wondered, distantly, if they'd finally had enough, if this would finally be the end, and he could stop seeing talking stars and singing toadstools everywhere. As the filmy insects parted to release cotton candy clouds of Margaret Thatcher and Phil Coulson, Barton closed his eyes and drifted into blessed oblivion...

* * *

The bed felt curiously soft. Softer then usual. And his hands were... free?

Barton's eyes shot open. This was his chance! At long last, a chance to escape, to...

"Hey Clint."

Phil Coulson was sitting in a chair by his bed.

Clint sat up, looked at him, then slowly got out of bed.

"What are you doing?" Coulson asked, as he started gathering the sheets into his arms. "Wait, are you going to tear those? Please don't, we only have limited amount of..."

_riiiiipppp!_

Coulson winced. "Why did you do that?"

"I'm going to tie the strips together and make a rope." Barton answered, busily ripping the sheet. "Then I'm going to make that into a noose or some kind of weapon, and choke the first guard to come in that door."

Coulson's gaze grew disturbed. "Please don't."

Barton shot him an odd look. "Why wouldn't I? This is escapology 101, Phil. You taught all the rookies how to strangle their captors with bedsheets."

"No, no, please don't, because you're not captured." Coulson stood up, hands raised, trying to persuade him back into bed. "Look, you're not in cuffs, I'm not in cuffs, no one's captured here, okay?"

"I'm out of cuffs because someone made a mistake, and you're out of cuffs because you're a hallucination."

Coulson's face scrunched in disbelief. "What? No I'm not!"

"See, that's exactly what a hallucination would say." Clint took up position by the door, silk noose in hand.

"Okay, I'm seriously not a hallucination. I can't begin to stress how much not-a-halllucination I am." Coulson argued.

"Yeah? Prove it?" Clint arched an eyebrow.

Coulson punched him in the eye.

* * *

"So, you're not a hallucination." Clint, now cuffed to the bed again (courtesy of a very grim-looking black man and asian woman) regarded the bruised and battered figure sitting before him. "But you're also not dead."

Coulson—sporting two black eyes, a bruised jaw, and possibly a broken arm—smiled back. "Not for lack of trying."

Clint winced. "Sorry about that. Force of habit. It's been... it's been building for a while."

"I got a good one in on you." Coulson shrugged. "That'll be something to remember."

Barton snorted and leaned back. "Should've figured. Typical of Fury. Faked your death to pull the Avengers together, right? Might've told me. It would have made therapy easier."

"Not... quite that simple." Coulson's gaze was curiously troubled. "I was pretty dead for a while. Just... didn't stay that way."

Barton's brow furrowed. Then he shook his head. "I don't even want to know."

"That's probably just as well," nodded Coulson, looking a little relieved.

"So." Barton stared at the floor. "SHIELD and Hydra, huh?"

"Yep." Coulson nodded. "I suppose I and the team could be Hydra too..."

"You?" Barton snorted. "Phil, I'm more Hydra than you are. You're not even that good a liar."

"Thanks, I guess." Coulson frowned.

Barton stretched his arms up and back. "Kinda surprised the WSC didn't shut us down after the whole Hydra reveal." He mused, glancing around the room.

"They... did, actually." Coulson admitted. "Shut us down. Technically you and I are... sort of wanted fugitives right now."

"Really?" Barton gave a little swear. "Shit. This is Latveria all over again."

"And the rest of SHIELD."

"Great. Even better." Barton passed a hand over his eyes. "Fury got a plan?"

"Fury's dead." Coulson smiled at the look Barton sent him and shrugged. "Well... officially, anyway. He's stepped down from SHIELD."

"Really?" Barton blinked. "Huh. Never thought I'd hear that." Another blink. "Wait, so who's in charge?"

Coulson gave a sheepish little grin.

"Wow. Director Coulson, huh?"

"Please don't say that." Coulson glanced around nervously. "I feel like I'm a school principal or something."

"Heh." Barton chuckled. Swinging his legs off the bed, he stood on the floor. "All right, 'director.'" He said. "What's the plan?"

* * *

**A/N:** I'm not so happy with this chapter, but it works. Among other things, it sets up the next chapter with Black Widow, which I have much more concrete ideas.

Basically my headcanon for why Hawkeye wasn't in Cap2 is that Hawkeye, like Selvig, is slightly unhinged from the whole Loki experience, and so has been removed from active duty. As such, he's too tempting a target for Hydra to pass up. But given that Widow is off soul-searching and Cap is looking up his old war buddy, looks like it's up to the only person still worried about defending the world to save him.

Technically Coulson's ressurrection is the sort of the thing that should be kept from all the Avengers, including Widow and Hawkeye, but they're the sort that would probably take in stride better than the others. Sure, they might still fake surprise when the Avengers as a group find it out, but honestly, it'd be hard to keep from people that deep in SHIELD.


	4. Black Marks

**Black Marks**

Natasha hated herself. Specifically right now. Generally speaking, it was also true when she stopped to consider all that she had said and done in the service of one spy agency or another (though she could usually fight it off by considering how little choice she'd had at the time, and the good she was doing now to make up for it). But right now, at this point in time, Natasha _really _hated herself.

Specifically, for forgetting about Barton.

There were excuses, of course. There always were. Fury had died, for crying out loud, and she and Steve had been on the run for a considerable amount of time. Any Hydra analyst worth their salt would have had Barton watched. Going to him for help, or even sending a message, would've been foolhardy. Everything had gone so fast, and there hadn't been any time, even after they found out about Hydra, to go back to the psyche ward and try to extract him.

But after that? The senate hearings, Fury's "funeral," getting the Russian files for Steve... somewhere, in that time, it should have occurred to her "oh yeah, your friend, the foremost marksman in the world, is sitting doped-up in a SHIELD facility, just waiting for Hydra to snap up."

Instead, it had only occurred to her as she was halfway out of Washington on her little "roadtrip of self-discovery." She'd idly wondered what Clint would think if he were here, and the next second the tires were squealing and the engine roaring as she drove as fast as she dared, hoping against hope that Clint had gotten out.

The psyche facility, like all SHIELD installations, was swarming with CIA once she got there. None of them had anything useful to tell any of her identities. She gave Sharon a call, but the girl was so swamped with work—the CIA had her on nearly anything remotely associated with SHIELD—she hadn't even had to time to review the psyche ward data.

Fortunately, Natasha prided herself on being considerably more talented than the average CIA agent, even if forensic science wasn't exactly her specialty. She also had the advantage of having visited Barton's room more than most, so she had a good understanding of what went where and what was out of place. In particular, the misplaced house plant that spoke of a bed being moved out of the room, and the dropped ID card she found behind it.

Which led her here, to a hidden complex deep in the Appalachian mountains. The hunt for and interrogation of the Hydra owner of the ID card had lessened neither Natasha's anger nor her anxiety, and she charged in the front door, guns locked and loaded.

It was almost a disappointment, after all that, to find the base completely empty.

` It was a fairly small base, so far as they went, but Natasha made certain to leave no stone unturned, tapping on the walls and floor to ensure she wasn't missing some kind of hidden room where Barton might be stowed. But there was nothing. Prison cells, and interrogation rooms, and enough torture implements to make a dungeon master drool, but no prisoners. The only real signs that anyone had been in the base recently were the fresh bulletholes sprinkled throughout the complex.

Natasha was just exiting the compound, hoping that Barton had simply managed to get a gun and slaughtered the whole place, and fearing that some rival faction of Hydra had kidnapped him, when she heard a step in the hallway before her, and looked up to meet the dark eyes of Phil Coulson.

* * *

"We had the place wired in case someone from Hydra came to check up on him." Coulson told her later, as they looked down through a window at the sleeping Barton. "You tripped the sensor when you broke in, and the security cameras told us who it was."

"I must be getting sloppy, not to notice cameras or sensors." Natasha mused, studying Barton's face. He seemed healthy enough.

"Reckless. Not sloppy." Coulson amended.

Nat shook her head. "Any idea what they were looking for?"

"Best guess? The effects of Loki's scepter," answered Coulson. "They must be experimenting with mind control."

Natasha snorted, seeing again Winter Soldier's cold, merciless eyes. "No, really?"

"It's our working theory." There was a strange note, almost of sarcasm, in Coulson's voice. He turned to face her. "Okay, seriously, nothing? Not a flicker? No, 'missed you, Phil' or 'you look good for dead?'"

"You_ do _look good for dead." Natasha shrugged.

"Thank you."

"Look, no offense, but after Fury coming back, I'm a little used to these sort of things." A little wrinkle appeared in Natasha's forehead. "I'm starting to wonder if anyone if SHIELD is really dead."

Coulson gave a tight smile. "As I understand, it still generally applies to most people."

"That's a comfort. Sort of." Natasha grimaced. "I always used to console myself that all my enemies could only kill me once."

"You do seem to make enemies." Coulson agreed, and again there was the strange tone. Natasha glanced sharply at him. Phil had always been a genial, easygoing sort. She had to be mistaking what sounded like sarcasm for something else.

"I can't understand it." She shrugged, hoping for a little levity. "I'm such a friendly person."

"Yes, I saw your little speech to the Senate." Coulson answered, and now Natasha knew that was sarcasm in his voice. "Very friendly. Very mature. 'I just dismantled your intelligence network, but you can't arrest me because I'm all you have left, as I just dismantled your intelligence network.'"

Natasha Romanov was a stone-cold killer who'd betrayed entire governments without a qualm. She'd lied to orphans, tricked nuns, and killed lovers. She was, in words of Nick goddamned Fury, 'comfortable with everything.'

But for some reason, realizing that Coulson was so bitter, and bitter against her, made her insides twist a little. Coulson had always been the smiling one, the honest, good-natured man's man. Next to Barton and Fury, he'd been one of the main figures she could point to as a sign of how SHIELD was different from the KGB (or really any agency she'd worked, really).

And, Natasha realized, the whole mess with Hydra had completely hung him out to dry.

Coulson glowered at her (which was to say, he looked mildly peeved. Natasha had been glowered at by professionals, Coulson was about a 4 on a 10 point scale.) "'You're helpless without me, so you can't arrest me.' Did you ever stop to consider about how your decision might affect those of us who COULD be arrested?"

"Didn't really have time, no." Natasha answered, forcing down the rising guilt. "At the moment, I was more concerned with dismantling a Nazi conspiracy."

"Which, thanks to you, is now free to move unopposed."

"Which, thanks to me, is no longer to hide under SHIELD's cloak." Natasha shot back. "Hydra committed crimes for years in SHIELD's name. Now they're out in the open."

"And everyone blames SHIELD for the stuff they did anyway." Coulson snorted. "Let's just throw the baby out with the bathwater."

"They were too deeply entrenched, Phil," answered Natasha. "It would have been a long and torturous process, just rooting them out from our own organization, and if we hadn't seized the initiative, the rats would have just gone into deep cover and never been found."

"A convenient decision, from the woman who knew she was too valuable to be held accountable." Coulson snarled.

"It wasn't my call." Natasha snapped, fixing him with a real glare. "Captain Rogers made it."

That stopped him. Natasha could see the emotions flickering across his face—admiration for his hero warring with love for his organization. She could see him wavering, and she pressed her advantage. "The organization was too far gone to save, Phil." She said, adopting a softer tone. "Even if we'd tried to salvage it, no one would have trusted SHIELD anymore. You couldn't keep a mess that big secret."

She let out a long sigh. "Now, maybe I shouldn't have mouthed off like... like that." She admitted. "But at the time, I was just... I wanted to stay in the fight. Like you are." She nodded to Phil. "Someone had to stay in the fight against Hydra. They had to see that they couldn't afford to send me to prison."

"Might have considered that before you released all of SHIELD's secrets worldwide." Coulson had subsided, but he was still very clearly bitter. "You realize you exposed about a hundred deep-cover SHIELD operatives in various agencies and criminal organizations around the world, to say nothing of their families."

It had been a point that had distantly occurred to her as she was searching for Barton. "Anyone who had time to look through all the information I released, sure." She answered. "The best place to hide a leaf is in a forest. The CIA hasn't even had time to go through it all yet. Those deep cover operatives should have plenty of time to disappear."

"In more ways than one." Coulson snorted.

Natasha closed her eyes. "Phil, there just wasn't time. Besides, how were we supposed to decide which agents were ours and which were Hydra's?"

Coulson let out a defiant grunt and sat down. "You know how many extraction missions I've had to run over the last few weeks?"

"No. I was tied up in Senate hearings." Natasha sat down next to him. "That's why I was so eager to get out of them."

Coulson let out a little chuckle. "Senate hearings were the worst part about being Stark's handler." He mused. "Half the reason I became a fugitive from the US was to avoid senate hearings. I'm not even joking."

There was a short silence.

"Most of the deep cover ops could probably apply for the federal witness protection program." Natasha started to say. "I can help with extractions for the others..."

Coulson waved her off. "Most of them did." He looked a little weary. "They're all spies, they know how things work. The biggest problem has actually been convincing them NOT to, and come back to work for us."

Natasha's eyes narrowed. "So you're rebuilding SHIELD, huh?"

"Trying to." Coulson rubbed his eyes. He caught Natasha's look. "It was Fury's idea. I'm under orders from him." He frowned. "Sort of."

"That sounds like him." Natasha admitted wearily. She didn't know why she'd thought Fury would just quietly go along with the decision to dissolve SHIELD, no matter how many people agreed with it. Or that he'd inform her of any plans to start it back up again—probably hadn't even told Hill.

"You don't like the idea." Coulson said. It wasn't a question.

Natasha sighed. "When Kruschev took over from Stalin, he said he was going to build a newer, friendlier Soviet Union. Specifically called it 'De-Stalinization.' When Gorbachev replaced Kruschev, he instituted a policy of _glasnost_, openness, that was supposed to reduce tensions with the West and usher in a golden era. I remember around the time the Berlin wall fell, the new head of the KGB made sure to inform the agents that it was a new age for us, no more secret arrests or ruling through terror."

Coulson blinked. "Nat, the Berlin Wall fell in 1989."

"I was seven." Natasha shrugged. "It might have been a year or two later. Anyway. The point is, they were always saying they were going to 'rebuild' Russia like it was supposed to be."

"The KGB_ is_ a lot friendlier than it was thirty years ago." Coulson pointed out.

"But with a lot of the same problems." Natasha shook his head. "I imagine your new director has plenty of good intentions, but unless he's willing to make really drastic changes, the same problems will creep in." She stood. "Sorry, but you'll have to tell him you can count me out of this new SHIELD."

Coulson looked about to say something, but he closed his mouth and just nodded. "I'll pass word on." He said, also standing. "In the meantime, we'll keep taking care of Barton—at least until we can get him combat-ready. Then he can make his own call."

Natasha smiled. "I'll hold you to that."

They started walking out the door. Coulson cleared his throat suddenly. "I, ah, heard about Sitwell..."

"Hydra. Also dead." Natasha winced. "Sorry, Phil. He gave us the info we needed to take Hydra down, if that helps."

"A little." Coulson shrugged. "I'm afraid I'm a little past getting hurt by betrayal anymore." Natasha wondered if that was a last dig at her, but the sadness in his tone spoke of something else. "I just wanted to confirm it."

Natasha nodded, then remembered something. "He mentioned some targets Hydra was interested in." She noted. "Have you ever heard of Stephen Strange?"

* * *

**A/N: **Well, that took a little longer than I thought. Got side-tracked by my Recruitment Drive series. And I was worried about this coming off a little didactic... in case it's not obvious, I have something of a chip on my shoulder about the ending of CA2. This did help me work out some of my issues about it, though, so I feel better now.

I thought it would be more interesting (and more consistent) to have Black Widow actually opposed to the rebuilding of SHIELD. She'd naturally be more suspicious of organizations, and she seemed to feel particularly betrayed by the revelations about SHIELD. Maybe if she knew it was Coulson... but again, it was more interesting to leave that unsaid.

After writing this, I'm actually intrigued by the idea of writing a Sitwell chapter, but it'll have to wait-next up is Carter.


	5. Unwelcome Reunion

**Unwelcome Reunion**

Sharon was about halfway home when she realized there was a second set of footsteps echoing in the dark.

She groaned. Really? After a year with the CIA? A year of jumping through every hoop, following every protocol, enduring every second of their nearly omni-present surveillance? A year of sitting through more lie-detector tests than really made sense? (honestly. If the analysts were just going to conclude that "of course you have training against this sort of thing," why did they even bother?) A year of digging up every bit of useful intel she could find and going above and beyond to close cases other agents would have given up on, just to prove that she really, really, REALLY wasn't a traitor?

A year of all that, and they still followed her home each night? And did such an insultingly bad job of it?

This was bullcrap, she decided. Hell if she was going to put up with this.

Immediately as she passed the corner, she ducked behind a handy pile of boxes and waited. The clicking footsteps came closer, and closer, and as they rounded the corner, she swung out, gun in hand...

...and dropped it.

"You're... not CIA." She whispered in disbelief.

The balding, middle-aged man in the suit smiled at her. "No." He extended a hand. "Phil Coulson. Of SHIELD." The smile widened. "But I imagine you know that already, Agent 13."

* * *

"It's... something of an honor to meet you, sir." Sharon noted, about fifteen minutes later, as the two of them sat at a coffeeshop.

"We did meet before, actually." Coulson gave a shamefaced smile. "I imagine you don't remember..."

"No, no... when I was attached to Captain America's detail." Sharon gave a nod. "But you just sort of said hello, and I don't think I said anything at all. I didn't realize who you were, at the time."

"At the time?"

"Realized it after your death, when I saw the picture." Sharon sipped her mug. "Something of a shock, to realize that I'd actually shaken hands with THE Phil Coulson."

Now Coulson just looked confused. "Sorry?"

"You know... Fury's 'one good eye...' SHIELD's company man... point for the Avengers Initiative... Martyr of New York..."

"I'm starting to think I was never so important until after I died." Coulson frowned at his mug. "Brought the Avengers together and painted a big target on my back for Hydra to chase." He gulped down the coffee. "I'm certain I never heard any of this reputation stuff back in the day when I was just cleaning up Stark's messes."

"You and Romanov." Sharon pointed out. "You had a reputation, just... no one likes talking to the boss's favorite." With a shrug, she conceded: "I suppose dying and coming back to life didn't hurt, though."

"Speaking of which, you don't seem surprised too much by it." Coulson cocked an eyebrow.

Sharon shook her head. "There was an investigation launched into you by the CIA." She said, rubbing her eyes. "They had me on point for it."

"Ah..." Coulson nodded. "Talbot."

"Probably." Sharon shrugged. "I don't know, they didn't tell me anything. They still don't quite trust me in the CIA."

"Suppose me showing up doesn't help that." Coulson gave another shamefaced smile.

"Don't act like you haven't already taken down whatever surveillance team they had on me." Sharon grimaced. "Just me disappearing from their monitors is probably going to earn me a few more months of lie detector tests." She sighed and looked out the window. "I suppose I can probably sell it to them as some kind of kidnapping." Her gaze shifted toward Coulson. "Which is even true, in a way."

"What?" Coulson blinked.

She gave Coulson a hard look. "Are you going to say there's NOT some sort of specialist watching me right now?"

Coulson winced. "Not... for the reasons you think."

"Right." Sharon gave a small huff and looked away. "So. One of the UN's most wanted fugitives hauls me off to a coffeeshop for a nice friendly chat while not telling me about the sniper rifle pointed at my skull."

"It's not a..."

"Jury's out on you, did you know?" Sharon asked, offhandedly. "Talbot's pretty sure you're some sort of Hydra operative, but the CIA has you pegged as an ex-SHIELD fanatic who refuses to let go. So which is it?"

"The fanatic one." Coulson answered, immediately. "Not so fanatical as to risk a direct confrontation with the CIA, though. We dealt with your surveillance by having an agent of ours imitate your appearance and derail them. No casualties." A hopeful smile. "So... you won't have to sell it as a kidnapping."

A smile curved Sharon's mouth. "Of course. After all, I'm no use as an asset if the CIA suspects me of anything." She gave Coulson a look. "That is why you're here, right? To try and convert me to work for your new SHIELD?"

Coulson inclined his head in a half-nod. "Well..."

"No."

Coulson stopped. "Are you sure you don't want to hear...?"

"No."

"But..."

"Look, sir... Coulson." Sharon raised her hands to cut him off. "I understand that you're devoted to SHIELD. So was I." An odd look flashed across her face. "But it was a memory we were both devoted to, nothing more. The SHIELD we believed in died a long time before either one of us signed on."

"Which is why it needs to be rebuilt. From the ground up, so it can be what it was supposed to be..."

"Rebuilt? No." Sharon shook her head. "We have the FBI, we have the CIA, we have the Air Force. There's no room for SHIELD in there. It's as much as they can do to clean up the mess that it left behind. They need people working with them, not working against them."

"I agree completely." Coulson nodded. "That's why I thought I could do more from the helm of a Quinjet than I could from behind the desk of a UN investigations committee."

"People like you make the UN investigations committee not only necessary, but a damn sight more difficult." Sharon shot back. "How is the UN supposed to tell the difference between a SHIELD agent who's evading capture and a Hydra agent who's evading capture? If more SHIELD agents came in peacefully and worked WITH the CIA and the FBI, instead of establishing splinter vigilante watchdog groups, maybe we might get somewhere. But no, they perpetuate the mistrust and make it so that the good guys are all fighting each other while Hydra continues to ply its mad game!"

There was a few moments silence. Coulson blinked at her.

"Wow." He said finally. "You've... got some feelings on this subject."

"It's been... building for a while." Sharon admitted, sighing.

Coulson nodded. "Tell me." He said, quietly. "How prepared is the CIA to handle an alien invasion?"

Carter blinked. "Stark is..."

"Norse demi-gods on earth, do they have a protocol for that?" Coulson continued, conversationally. "Or does the Air Force? Who investigates the next 084 and decides how to handle it? Exactly what do they know about the Tesseract and Avengers Initiative?" He leant forward. "Do they even know about the Index?"

Sharon looked away. "They... know." She admitted. "Stark isn't interested in it, but the higher ups, for now. There's debate as to whether it's rightly the purview of the FBI, since a lot of members on the Index are in the United State, or the CIA, since a lot of them are also in other countries. It might be the responsibility of the UN, or the World Security Council."

"And what happens to all those people in the meantime?" Coulson demanded. "Who mans the holding facilities and treatment centers? Who knows what the best tools for handling a hydro-kinetic are? Who protects the CIA from the weirder world they're not ready to handle?"

"No one does." Sharon shot back. "That's the point. We learn by doing. All SHIELD did was keep everyone else isolated from the process so that when something like THIS happens, they're completely in the dark and have nowhere to go."

"You're missing the point." Coulson shook his head. "The world needs SHIELD. If not our SHIELD, then an organization nearly exactly like it. And while the nations fight over how exactly to set that up, I'm doing it for them."

"You should be doing it with them."

"Like Captain America?"

Sharon froze. He couldn't possibly know about that. She'd kept that from even the CIA.

"Explain to me," Coulson said softly, "Why you're willing to help Romanov and Rogers dodge congressional committee hearings and go off on their own separate road trips, but not help me rebuild an organization that the world vitally needs."

Sharon closed her eyes. She couldn't help but feel this was unfair. She'd barely helped Romanov chase after Barton, and Rogers she hadn't even met in person—though she'd dug up plenty of information on the leads that Sam Wilson had presented to her.

"What was I supposed to do?" She answered, just as softly. "They'd just saved the world. It seemed they'd earned the right."

"The UN council you're so fond of seemed to disagree." Coulson noted. "Last I checked, this whole thing wasn't about 'earning' anything. You don't take a vacation when there's a clear and present danger on the horizon."

Sharon opened her eyes and looked at Coulson. "Rogers is going after his friend, also known as one of the deadliest assassins in the world and a loose cannon. If you were given the choice between foiling Hydra and saving your best friend, where would you fall?"

Coulson looked troubled, and not just from her question. Briefly, Carter wondered what this must be like for him—all the rumors of Coulson confirmed he idolized Captain Rogers as few men did. To speak of the man so harshly—he must be very moved.

"I don't know." Coulson said, finally. "I've had to... adjust my priorities somewhat of late." Sharon had only a half-second to wonder about that before he continued. "I do know, though, what I need to do now. And I know that I could use your help in doing it."

"I know that I have no intention of being a part of it." She answered.

"Not a part." Coulson spread his hands. "I understand that now. You're not leaving the CIA. Fine then. Think of me as an asset."

Sharon quirked an eyebrow. "An asset?"

"Every intelligence agent needs their assets." Coulson pointed out. "Some have sources inside Mossad, KGB, or Mi6. You're an intelligence agent, you need inside sources." He gestured. "Like me."

"Oh, a little give and take, is that it?" Sharon crossed her arms.

"No. No take." Coulson's face momentarily clouded. "Or... no give. Sorry, who's doing the giving and who's doing the taking in this scenario?"

"You're saying you just want to provide information to me." Sharon looked at him. "That's not how the spy game works."

Coulson shrugged. "It's how protecting the world works."

Sharon knew she shouldn't buy that. "And when my superiors ask how I suddenly know so much about the splinter SHIELD cells?" She asked.

"Tell them. Or don't." Coulson shrugged. "I imagine you're entitled to your own sources. In any case, the CIA has a history of looking the other way to preserve their assets. I'm more useful to them in the underground than I am behind bars. And if they need information on aliens, or Hydra, or people who spontaneously burst into flame..." He shrugged. "Give me a call."

Sharon considered this. Coulson watched her. "Understand:" He said, carefully, "I can appreciate where you're coming from. And I do see the need to stop fighting each other when we should be focused on the real enemy."

He pulled out his phone and ejected a small SD card. "Consider this an olive branch."

Hesitatingly, she took it. "What is it?"

"Intel that missed the SHIELD server dump." Coulson replied. "A bank, here in DC, that was being used by Hydra to house the Winter Soldier." Sharon's head jerked up and he gave a satisfied nod. "I imagine more than one party will be interested in that." He stood and buttoned his suit.

"Supposing I do want to pump you for more intel." Sharon said, tearing her eyes from the card. "How would I get in contact with you?"

That seemed to stump Coulson for a moment, then he smiled. "Just place a rose on my grave." He said.

* * *

**a/n:** Back to this! Recruitment Drive is over, so I thought I'd finish this up-although this chapter came out like more of a Recruitment story anyway. I'm planning Sitwell, Hill, and Fury for the future, though, and THOSE will be "when they heard Coulson was alive" stories.

So, fun story. I'm pretty sure I actually bumped into Stan Lee in the airport. I was at the DFW airport buying a sandwich, and I looked over and thought "Holy SHIT! Is that Stan Lee?" But he was just there in the airport, and there was a conspicuous lack of an adoring multitude, and no one else was reacting to the fact that FREAKING STAN LEE was right there. So I wasn't sure. But I finally went up to him.

Me: "So, you probably get this a lot, but you look just like Stan Lee."

Heavy-set man nearby that I hadn't noticed before: "He does get that a lot."

SL (?): "Yeah, people are always mistaking me for that other guy."

Me: (amazed) "You... sound exactly like him too."

SL: "Nope."

Me: "Oh. Okay. Well, is it okay if I take a picture..."

Heavy-set man: "No. No pictures."

Me: "Oh. Gotcha."

At the time I actually bought it, and it was only later that I realized that few elderly men have heavyset men on retainers specifically to dissuade photographers. And also I learned that Stan Lee had actually appeared at a comic-con in Austin that same weekend. So it was probably totally him.

IT's the closest that I'll ever get to having a Stan Lee cameo in my stories, so I'll take it.


	6. Old Friends

**Old Friends**

* * *

"Hey, Jasper." Coulson said, walking up to the desk. "What's the situation?"

"Industrial magnate escaped from terrorists." Sitwell answered, passing the file over his shoulder.

"Good." Coulson gave a short nod as he flipped through it. "Fury's got me on it. Carry on."

Coulson passed by.

"Wait." Sitwell glanced up. "What?"

Coulson paused, turned around. "Fury wants me to go in and get the word from Stark."

"Wait, but..." Sitwell cast about for words. "You? Why you? You hate Stark!"

"I don't even know him, yet." Coulson shrugged.

"You practically jumped to pitch his name as the arms dealer supplying the Ten Rings cell in the region!" Sitwell insisted. "You stonewalled the initiative to have him supply us! When we got the news that he'd been captured your words were, and I quote, 'good riddance.'"

Coulson looked a little embarrassed. "I... may not be his biggest fan..."

"No!" Sitwell shook his head. "I am! I know more about Stark, I've studied more about his business practices, his personality, his history than anybody in this organization! Why did Fury give you the assignment and not me?"

Coulson shrugged. "Maybe he doesn't want the mission run by a fanboy."

Sitwell glared at him and Coulson spread his hands. "Sorry. Low blow. Look, from the sounds of things it's mostly a formality—Fury thinks there's something off about the escape, and also wants me to pump him for info on the Ten Rings. It's a debriefing, nothing more."

"Still!"

Coulson sighed and passed a hand over his balding scalp. "Look, I'll... I'll see if I can get you added to the back-up squad, okay? Research, surveillance—operational support if necessary. But I gotta warn you, it's likely to be pointless—the most difficult part of this op is probably going to be nailing Stark down on something."

"I'll take it!"

* * *

"Shouldn't we be taking Item 42 up to the helicarrier, sir?" The younger agent glanced around the coffee shop anxiously.

"Agent Kamynzki can handle that." Sitwell replied smoothly to the rookie. Kamynzki was actually now probably dropping the alien weapon off at the barbershop around the corner, but Agent Wolfram didn't need to know that. "We should take a short break. Relax a bit." He smiled at the young man. "How do you feel about your first op, Roger?"

"Uh..." Agent Wolfram shrugged and coughed. "All right, I guess. A bit... weirder than I expected, but..." A nervous smile, "...that's sort of what they told me to expect."

"Mmmm." Sitwell nodded over his coffee. "An enriching experience, would you say?"

Agent Wolfram blinked. "Sir?"

Sitwell shook his head. "Honestly, Wolfram. You think I'm blind? You think I'm stupid? You think I don't notice when one of my own men stuffs five thousand dollars down his shirt front?"

Wolfram reddened. "Sir... I..."

Sitwell held up a hand to silence him and held out his hand. Wolfram looked away, then slowly reached under his shirt and pulled out five bundles of cash.

"Stupid, Wolfram." Sitwell admonished him, as the junior agent laid them on the table. "You realize we have a strict inventory from each one of the banks, right? You realize any amount missing from that inventory has to be exhaustively accounted for? You realize who the first people SHIELD is going to look at once they realize something's missing?"

"Sir..." Wolfram looked miserable. "I didn't think..."

"No." Sitwell snapped, pocketing the cash. "You didn't." He sighed. "You're... what, one of the Academy dropouts they rushed through?"

The man managed a red-faced nod.

"Very well. Truth be told, we need all the help we're going to get, so I'm going to let this pass." Sitwell said, holding up the last bundle of bills. "But if you plan on doing something like this again, promise me you'll at least be smarter about it."

A wry smile escaped the boy. "Yes sir."

Sitwell gave a sigh as he leaned back. "Don't get me wrong, I know where you're coming from." He said, reaching for his coffee. "You nearly get your head taken off by a blast from an alien cannon, you figure you deserve the money more than the fat banker whining at you to get his money. But..." He shrugged as he sipped the coffee. "SHIELD doesn't see it that way." He set the mug back down. "The important thing is, we stopped those people before they could do any more harm."

"Yes." Wolfram nodded, clearly anxious to get onto less dangerous ground.

Sitwell sighed as he looked out the window. "I just wish we could have gotten to them sooner. The people they hurt..."

"Couldn't be helped, sir."

"No." Sitwell agreed, then considered. "Well, I mean, it probably COULD. If we kept the city under closer surveillance... instituted martial law or something."

"But SHIELD doesn't do that."

"No." Sitwell shook his head. "No, it doesn't. But sometimes I think it should. Can you imagine if someone with real smarts got ahold of one of those guns?" He shook his head. "Sometimes I think people are too stupid to be left to themselves."

Wolfram gave a little laugh of disbelief. "Sir, we're not overlords. We don't rain death from the sky and hold guns to peoples head. We're supposed to protect, nothing more."

Sitwell smiled. "You sound like an old friend of mine. Always talking about how we needed to respect people's liberties—'the right to be stupid' he called it."

"Heh." Wolfram gave another laugh. "He sounds great."

"He's dead." Sitwell drained his glass and stood up. "C'mon, let's head up to the helicarrier."

* * *

"Hey Jasper." Coulson said, meeting him in the hallway. "What's the situation?"

"Director just got off the phone with the council." Jasper grinned as he handed him a folder. "Apparently General Ross turned Blonsky down for the Avengers Initiative."

"Ah." Coulson nodded, flipping through the file. "So that's why he was whistling."

Sitwell blinked. "Fury was...?" Phil grinned at him over the folder and Sitwell bit back a groan. Phil had the oddest sense of humor sometimes. "Right. Anyway, his new orders are to observe and contain the Hulk."

"Good, good." Coulson nodded absentmindedly, already moving forward. "Carry on."

Sitwell waited.

"Wait." Coulson stopped a few paces away. "'Observe and contain'?"

"I know." Sitwell raised his hands. "Banner's a worse asset than Blonsky, but Fury doesn't seem to get that. No contingency strategy, no Incentive program, no sub-dermal suppressors. It's a disaster waiting to happen."

"Literally!" Coulson exclaimed. "All the Hulk ever does is wait. He's never a disaster until someone tries to lock him up somewhere. What is Fury thinking?"

"Oh... uh... not to lock him up, actually." Sitwell corrected Coulson. "By 'contain,' he just means keep him under surveillance and keep him from getting anywhere important." He shook his head. "Never seen the director back down from a challenge like that."

"Oh." Coulson toyed with his lip. "That might work, then."

Sitwell raised an eyebrow but decided to let it pass. Hydra was running their own contingency plans, anyway.

"The question is how." Coulson said. "Ross got a lucky break with the blood—can't expect that sort of thing agin. He'll be avoiding people for the next few months, probably. Hiding out someplace rural..."

"I've already compiled a list of various resorts associated with the Rosses, along with any campgrounds or national parks Banner may have visited." Sitwell said. He'd also contacted some of the local law enforcement, but he decided not to mention that. "So far, nothing's come up."

"Focus on childhood sites—places he might have gone as a kid. I doubt he'd chose something so obvious, but childhood memories seem to be a trigger with him." Coulson said. "If that comes up dry, start working with rural communities north of Baltimore—he's going to want to get as far from South America as possible."

"Canada and Greenland would definitely appeal to him." Sitwell nodded. "South America's familiar, though. He'll probably head back there eventually. Might be good to start putting some sort of infrastructure in place."

Coulson nodded. "Good thought." He clapped Sitwell on the shoulder. "Go for it. I'll start putting a team together."

Sitwell couldn't quite restrain a smile.

* * *

"Good on the collection, Agent Sitwell." Hill observed. "Inventory says Item 42 is well on its way to the Slingshot by now."

"Slingshot, sir?" Hill had always been very strict about being addressed as "sir" and not "ma'am." Coulson was one of the few people she'd allowed to break the rule.

"New initiative." Hill said. "The Slingshot has been repurposed to send payloads straight into the sun. We've been sending all our samples of Tesseract Tech on one-way trips. Don't want to take the chance of some OTHER god using them to come to our world."

"Ah." That explained the interference he'd had to run at the Fridge last week. "Weapons too?"

A flicker of irritation crossed Hill's face. "World Security Council's orders. A weapon imbalance could complicate the wider global coalition they're trying to build."

"I see." Sitwell wondered absently where Item 42 was by now. Probably in pieces, some spectacled geek poking through its workings.

"Going to need a coalition if we want to fight off the aliens." Hill seemed to be talking to herself as much as to him.

"I agree, sir." A single government would certainly make things more effective.

"Hopefully this will be the wake-up call Stark needs to start wider production." Hill sighed.

"We can only hope, sir." And continue to undermine and investigate. And reverse-engineer those Vanko suits they'd recovered.

"Anyway." Hill shook her head. "Fury wants you on the Asgardian program." She handed him a dossier. "It would really help if we could cement that alliance that Coulson..." there was just the slightest catch in her voice, "...brokered."

"Yes, sir." Sitwell took the papers. That certainly held more promise than the still-insufficient countermeasures Hydra had him working on. "Right after I finish my report." With a nod to Hill, he moved off.

He flipped through the papers, his mind awash in memories. New York might have gone very differently if Coulson hadn't managed to broker that alliance. Hydra'd partnered him with Coulson to counteract the man's problematic moral compass, but he'd found working with Coulson to be more of a balancing act than a struggle. Coulson could take initiative from the more aggressive, non-negotiating elements Sitwell represented, even as he tempered Hydra's extreme objectives with Phil's more reasoned solutions. Coulson had been a stand-up guy, a true SHIELD agent that had made Sitwell uncomfortably aware, at times, that he was not. Coulson hadn't really had to do much 'negotiating' with the Asgardian Thor, but he'd done so in perfectly good faith.

And it had gotten him stabbed through the chest by the alien's brother.

Sitwell dropped into his desk with a sigh. If that wasn't a confirmation of the need for the safer world Hydra was building, he didn't know what was.

"Hey, Jasper." Coulson said, walking up to the desk. "What's the situation?"

"Alien bank robbers."

"Good. Carry on."

Coulson passed on.

"Wait." Sitwell glanced up. "What?"

* * *

"Hey Jasper." Coulson came up behind Sitwell. "What's the situation?"

Sitwell snorted. "Seriously? What's the only situation going on right now? Clean-up at Hammer, aisle three."

"Heh." Coulson grinned. "Take heart. We just collected the last of the suits and turned them over to Stark. Nothing to do now but paperwork."

"Glad to hear... wait, what?" Sitwell turned around in his chair.

Coulson looked at him uncomprehendingly.

"We're turning the Vanko tech over to Stark?" He asked. "Why?"

Coulson shrugged. "It's his technology."

"No, it's Vanko's." Sitwell argued. "Stark wants to keep his tech in his hands and keep it away from our boys, okay, but he can't do that with stuff he didn't make."

"I meant we're giving it to Stark to examine." Coulson raised his hands. "Fury's taking Stark on as a consultant. He's the most familiar with the tech, so he's the best one to look at it and hopefully come up with something we can use."

Sitwell snorted. "Yeah, unless he decides he wants to keep those secrets to himself too." It didn't really matter. Sitwell already knew of at least six Vanko drones that weren't going to any grandstanding billionaires.

Coulson chuckled. "You used to be such a Stark fanboy."

"Enthusiast." Sitwell countered. "And that was before he started hogging all the good guns for himself."

"Before he started being a hero."

"Before he started hopping all around the world meddling in any global event he didn't like. Before he started leaving us with international incidents left and right. Before he..." Jasper checked himself. "Life was so much simpler before Stark went off the deep end." He muttered.

"I think you mean boring." Coulson answered.

_No._ Sitwell thought. _I meant what I said_.

* * *

"The official word is, Coulson never died, he was just in intensive care. Whole thing was a front to unify the Avengers." Sitwell reported.

Garret grunted. "Don't need to be Stark to know that's bullshit."

"There's certainly no trace of his supposed recuperation in Tahiti." Sitwell nodded.

"Coulson's files are sealed beyond belief." Alexander Pierce, secretary of defense, toyed with his glasses. "I don't have access, and not even Zola can crack them."

"Whatever it is, it's all Fury." Sitwell felt more than a little nervous—prior to ten minutes ago he'd never been in the same room as Pierce, let alone known the man was a Grand Head. "The Avengers are still in mourning—Stark's calling the new facility in Los Angeles 'Coulson Tower.' And I checked—Coulson's new work assignment keeps him very deliberately away from Romanov, Barton, and Rogers."

"So... what're we thinking?" Garret asked. Sitwell honestly didn't know what Garret was even doing here. "Life-like decoy robot?"

Pierce snorted. "Fury wouldn't start off a program like that with a dead agent, least of all Coulson." He answered. "Too conspicuous. Better to start with some low-level SHIELD agent who no one pays attention to. Or a currently active one, to see if anyone would notice the switch. Replacing a dead man is..." He shook his head. "Very unlike Fury."

"I did manage to get intel on Coulson's new assignment." Sitwell brought out the other records. "He's been given discretionary use of a mobile command center, with a particular four-person team that only answers to him."

Garret rubbed his chin. "Wow. Fury really pulls out all the stops for his favorites, doesn't he?"

"It keeps Coulson isolated." Pierce noted, thumbing through the files. "Out of the records, and away from prying eyes."

Sitwell's glance darted from Pierce to Garret. "You... you don't think Fury suspects..."

"Fury suspects everything and everyone." Pierce waved a hand. "Particularly since we tipped our hand by ordering that nuke sent at New York."

Sitwell winced a little. He'd wondered, when he'd heard about the attempt. Apparently so had Fury.

"What's the WSC's position on that, by the way?" Garret cocked his head.

"Malick resigned." Pierce answered absently, still flicking through the files. "Just as well, the man had some truly medieval notions about Hydra's aims." There was a faint edge of scorn to Pierce's voice. "I've been appointed Secretary of the WSC, to help cultivate an 'atmosphere of transparency more welcoming to an international community.' A 'new direction,' they're calling it."

"Heh." Garret grinned. "Meet the new boss, same as the old boss."

"Mm. If anything, it might help Nick trust the Council a bit more." Pierce laid down the files. "This is him just being careful, particularly of Stark. He doesn't want information on the servers where potential super-hackers can dig it up."

"Which means we need other methods." Sitwell said.

"I can probably get a man onto Coulson's special ops team, give us an inside look into what's going on." Garret suggested.

"Coulson's good at spotting liars." Sitwell warned him. "He's fond of saying, 'You can't fool an honest man.'"

"Honest men are the easiest ones to fool." Garret laughed, standing to his feet. "You should know, Jasper. You fooled him for the past couple years."

Sitwell winced.

"I want both of you working on this." Pierce said. "You've both got history with Coulson—you'd be the first he'd confide in. If Fury has a way of bringing soldiers back from the dead, we need to know."

"Yes sir." Garret fired off a mock salute and sauntered out the door.

"Sitwell." Peirce stopped the other agent as he followed Garret. "With Coulson back and all the other factors in play, I'm upping your status to level 7, effective immediately."

Sitwell raised an eyebrow. "Sir?" He'd never really been in a position of power. He'd always played the patsy. He was good at it.

"It's temporary." Pierce assured him. "I want to move you up to 8, eventually. Fury is up to things, and we're going to have to move our people up to contain it. You've done a great deal for our cause over the years."

"V-very good sir." Sitwell blinked.

"And reach out to Coulson." Pierce turned, indicating the interview was over. "See what he remembers."

* * *

"Hey Jasper. What's the word?"

"Just finishing the copy of Dr. Foster's research." Sitwell sighed, taking off his glasses. "Then I'm off to give her the originals. What about you? I hear you're clearing up the last of that giant robot."

"_Hopefully _the last." Coulson gave a weary grin in return. "After a fifty-mile radius of the blast site, it BETTER be everything. Sending it off to Research now." He made a move as if to leave.

"Wait." Sitwell called out. "...what..." he said, turning in his chair, "...what did you think about the alien's declaration?"

"Donald?" Coulson paused and shrugged. "Seemed like a decent guy. Devoted to Dr. Foster."

"Yes..." _That could be useful_. "But trustworthy?"

"Well, he wasn't exactly honest at our first meeting." Coulson frowned. "Still, given the circumstances..." He shrugged.

"What do we really know about the circumstances?" Sitwell insisted. "This 'Thor' could just be some sort of advance scout, his pledge might just be a way of catching us off guard next time."

"Didn't go about it the best way, then." Coulson considered. "Charging straight into a SHIELD facility isn't the best prelude to offering a truce."

"A meaningless truce." Sitwell said. A meaningless concession, true—Dr. Foster would be working for them anyway—but it was the principle of the thing.

"Not meaningless." Coulson shook his head. "From the footage we collected, I'm pretty sure our new friends could smash through any force on earth. Even leaving aside the tech..."

"They could smash through us. They did." Sitwell reminded him. "That's not a good situation, Phil."

Coulson waved it off. "I'm sure the director's planning something."

"Probably." Sitwell turned back to his computer. _I know Hydra is_.

* * *

"Jasper!"

Sitwell looked up to see Coulson heading toward his booth. "Phil." He said, standing and giving the man a warm handshake. "You have no idea how glad I am to see you."

"It's been a while." Coulson gave that earnest, endearing smile. "Congratulations, by the way. I hear you've been upgraded."

"Transferred, too." Sitwell gave a rueful smile, sitting back down. "Going to be working under Victoria Hand." _Until I get moved up to 8._ "Sorry Phil. I'd rather be with you on your... ah... what is it your team is going to be doing, exactly?"

"Focusing on unexplained phenomena." Coulson answered, sitting across from him. "Specifically, we'll be an independent rapid response cell, pursuing threats across country lines without going through the usual channels."

Sitwell frowned. "What's the specific term for that?"

"I don't think there is one." Coulson admitted. "It's a new idea they're trying out... Guess I'm the test subject."

"...ah... heh... right." Involuntarily, Sitwell gave the other agent a quick evaluative glance. He tried to mask it, but apparently he was unsuccessful, for Coulson gave him a quizzical look.

"What?" He said, with a slight frown.

"Sorry." Jasper gave a shamefaced smile. "It's just... you were dead."

"For ten seconds." Coulson nodded.

Sitwell shook his head. "For most of the boys here, you've been dead for five months. There was a funeral and everything."

"Really?" Coulson raised his eyebrows as he sipped his coffee. "Wish I could have been there for that. How was it? Was it sad?"

"Oh, it was terribly sad." Sitwell nodded. "I mean, they never said where they actually buried you..."

"Naturally."

"...but the on-deck ceremony was enormously moving." Sitwell assured him. "The Avengers were there, Cap gave a speech, Pierce presented you posthumously with the Medal of Honor...

"Pierce?"

Sitwell almost froze, wondering if Coulson had picked up on something, but Coulson just shook his head. "Only met the guy like two or three times."

"Well, you were stabbed in the chest by a god." Sitwell shrugged. "It was kind of a big deal. And Fury sure as hell wasn't going to go up front and make himself a target."

"Figures." Coulson smirked.

"Agents from all over flew in. Preston, Hartley... even May..." Sitwell snapped his fingers. "I remember being a little shocked by that... hadn't seen her in years." He studied Coulson. "Did you and her... ever..."

"What? No." Coulson threw him an odd look. "She's married, Jasper."

"WAS married." Sitwell corrected him.

"Yeah, to a SHIELD agent." Coulson shook his head. "Office romances don't work out, Jasper. Besides, isn't dating a friend's ex severely un-cool or something?"

"Well... yeah, but..." Sitwell sighed and gave it up. With anyone else he wouldn't buy that story, but with Coulson, it almost made sense.

"I might tap her, though..." Coulson mused.

Sitwell shot him a startled look.

"...for the team. She'd be a killer pilot. Plus it'd be good to get her out of the office." Coulson nodded, mind made up. "Yes, I think I'll try and pull her out of retirement."

"You might want to think about retirement yourself, Phil." Sitwell wasn't sure what prompted him to say it. "Most agents retire after getting a leg blown off or something. Pretty sure dying qualifies you for some sort of severance package."

Phil shot him one of his famous grins. "C'mon, Jasper. We've both been doing this for our entire lives. Retiring isn't for guys like us. We're as SHIELD as it gets. Company men, through and through."

"Yeah." Sitwell smiled and looked down. "Company men."

_I guess we are..._

* * *

"Hey, Jasper." Coulson said, walking up to the desk. "What's the situation?"

"Artic survey team found Captain Steve Rogers buried in the Ice. Fury has me on it."

"Good. Carry on."

Coulson passed on.

"Wait." He stopped in mid-step, turned around. "What?"

Sitwell paused, looked up. "Fury wants me to oversee Captain Rogers' transfer and recuperation." He clarified. "I'm trying to put together a comforting environment for him to wake up in, so the guy doesn't immediately freak out."

"Wait, but... why you?" Coulson asked. "You hate Rogers!"

"Wha—I do not!" Sitwell rounded on Coulson. "Seriously, you can't HATE Rogers, that's... literally anti-American."

"That's what I said!" Coulson insisted. "Those exact words! To you, when you were going off about how he was an amateur and a loose cannon..."

Sitwell drew himself up. "Just because I'm not a fanboy..."

"...enthusiast!"

"...like you doesn't mean I don't respect and honor the man." Sitwell shrugged.

"But why not me?"

"Maybe because you're a little TOO excited about him? Honestly, this isn't that big an assignment anyway, it's glorified set dressing."

"Still! You need my expertise! What if you miss some trick, some detail..."

Sitwell sighed. "Phil, everything's already been taken car of. They're assembling the environment now. The only other thing going on is the medical de-cryo-nesis, but they have everyone they need there. I can maybe squeeze you in in some observational capacity.

"I'll take it!"

* * *

Sitwell really felt no compunction about Captain America. The smug, self-satisfied, loose cannon would have had to be killed at some point anyway. Likewise for Widow—as an asset, she'd never really been reliable. Fury, he mostly felt relief about—the man had been a block in Hydra's plans for too long, especially lately.

When the signal went out, though, and he realized there was no going back, he did feel a real pang for Coulson. Phil wouldn't be killed—that was the worst part. Garret would probably string him up in a lab somewhere and bleed the man dry. And he'd be interrogated, and Sitwell would have to be a part of that... It would be his duty...

He'd walk into whatever room they had Phil strung up in, and Phil would look up, face bruised and bloody (if he still had a face) and his eyes (if he still had eyes) would see him... and he'd know, in that moment, the truth of their entire partnership. He'd think of Sitwell as a traitor, as a cheat, as no friend at all.

He wouldn't be wrong.

Agent Jasper Sitwell didn't have much time to think, as the Winter Soldier sent him flying into the air above the freeway. But as death raced toward him, the thought did flash through his head...

_At least Phil will never..._

* * *

**A/N:** Well, this got away from me.

Less a "How Sitwell reacted when he found out about Coulson" and more a "history of their time together" I'm starting to think I should rename this series. We'll go back to telling reaction stories next time though-I have some fun ideas for Hill.


	7. Necessary Measures

**Necessary Measures**

"You should go sometime."

Hill froze, but kept her face blank. "Where?" She asked Coulson, casually.

"Tahiti." Phil said, as if it were the most natural thing. "It's a magical place."

Hill mustered up a smile. "Three days in, I'd be begging for an assignment."

"Exactly."

And without another word, the recently-dead agent walked off.

Dr. Straiten beside her watched him go. "Tahiti." He murmured, and Hill heard the tension in his voice. "He really doesn't know, does he."

Hill swallowed. "He can never know." She said.

_Part of me wishes I didn't..._

* * *

"_How was the drive from Istanbul_?" The canned voice asked from the cliff.

"Rocky as hell." Hill stood, arms crossed, staring irritably up at the camera just to the left of the blast doors. Fury and his secret bases. There had to be sixteen different scanners looking her over from this spot; the latest in tech analyzing her voice, DNA, irises, body language... and they still relied on passwords?

"_Countersign recognized."_ The doors slid open with a click. "_Proceed, Assistant Director Hill"_

Hill nodded and passed through the doors into the elevator. As it started to descend, she let out a hard breath through her nose. Seriously. She had dropped three separate committee meetings and delegated five different crucial operations onto sub-par personnel just to get here. She'd played tag-team hopscotch across three airbases, ditching the last plane in mid-flight to land on a cloaked Quinjet that could take her here, entirely undetected.

All on Fury's say-so. No information, no explanation, just... "I need you here. Blackout conditions."

So sure! Drop everything! Waste a whole day at the drop of a hat to visit the Director's latest hidey-hole! She didn't have anything better to do, after all. Not like she was helping to clean up and analyze the equivalent of a Roswell-at-Pearl-Harbor situation! Not like they were horribly understaffed and...

Hill pinched her nose. Fury knew how busy they were. Fury probably knew better than she did. Fury generally knew better than most people, which was his most infuriating trait and also the reason she HAD dropped all her work and flown out on his say-so. Not just because he was her boss, but because the man's instincts were seldom wrong.

She stepped out of the elevator and found herself in glass airlock.

"One moment, director Hill." The armed guard on the other side of the glass said, consulting his pad.

Hill crossed her arms and waited.

"All right." The door opened with a chime. "Welcome to the Guest House."

_Guest House._ Hill filed that information away. "Where's Fury?" Hill said, stepping through the door. Her eyes took in everything, the equipment, the gas canisters, the detonators strapped to the supports.

"He's in Collection." The guard nodded toward a hallway. "Last door on the left. They're prepping for the procedure now."

It was worse than useless to ask the guard what the hell this place was, or what "procedure" they were supposedly prepping for. So she just gave a curt nod and passed toward the hallway the guard had indicated. Better to give the impression that she knew all about it already. Fury would doubtless explain everything.

Or a few things, anyway. Hopefully something.

"Collection" turned out to be a nondescript metal door, marked with biohazard warning and another of SHIELD's ridiculous acronyms. The door looked harmless enough, but Hill's practiced eye picked out both its unusual thickness and the synaptic touch lock built into its surface. Anyone touching the door would have their DNA and fingerprints automatically analyzed. Hill wasn't sure it would work for her, but it clicked open easily enough when she placed her palm flat on the metal. Apparently someone had already entered her into the system.

Fury was inside, next to a metal table piled high with tubes and blue vials. He was talking with a dark-skinned man in a hospital gown. Hill recognized Dr. Straiten—one of SHIELD's foremost surgeons. Another mystery—he was supposed to be helping to dissect Chitauri corpses in...

...Hill's mind went back to the acronym on the door, and she suppressed a groan. TAHITI? Really? Somedays she wondered if the acronyms were just Fury's own little idea of fun.

"Medically, yes, but you don't understand." Dr. Straiten was insisting. "Physically, everything's fine, but beyond that... The trauma was simply too great, there are certain things the mind will not..."

"It's being taken care of, doctor." Fury interrupted the man in his calm, no-nonsense voice. "Dr. Goodman will be leading the next procedure, but I'd like you to be on hand to advise."

"Another surgery won't..."

"Hill." Fury glanced over. "Glad you could make it. Dr. Straiten here was just giving me a quick update." He gave Straiten a curt nod, clearly dismissing the man.

Straiten seemed to swell up, and then deflated. "Yes, director." He sighed, walking off.

"Enjoying the facility, Hill?" Fury said, as the doctor left. "Old Nazi bunker. Probably meant as another safe-house—Colonel Phillips found the map to it at Hitler's place in Brazil, and like everything else associated with the assassination, buried it."

"Really, sir." Hill still didn't understand why they kept up the "Hitler's suicide" story. She supposed by this point, it was simply less trouble than re-writing all the history books. At the moment, though, history wasn't what was bothering her. "You wanted me here, sir?"

"Yes." Fury nodded. "Project TAHITI is entering a key phase in development. It's important you be on hand to observe."

"Very good, sir." Hill wanted to scream and just tell the man to cut the obscure enigmatic bullshit, for him to just TELL her already what was going on... but she knew all too well it would be useless. Fury, for all his prgamatism, had an undeniably dramatic flair, and as his subordinate, she'd learned just to deal with it. Usually, by moving on to a new subject. "Sir... the guard at the front called this 'the Guest House...' Is that another metaphor, or..." she let the sentence trail off into a question.

Fury, who was studying the racks of vials, looked at her. "No, it's not a metaphor, Hill." He touched a button, and a tube extended out of the wall. "The Guest House is where we put The Guest."

Hill considered herself a stoic individual. In her long service in SHIELD (and in the CIA before that, and Green Berets before that...), she'd seen and done a lot that would make most men blench in terror. But even she could restrain a slight intake of breath at the sight of the giant blue-purple alien floating in the tube. "The Guest..." she murmured, stepping closer.

Until now, it had been a virtual myth, a short classified conversation that she'd had with Fury shortly after taking the Assistant Director position. She hadn't even been certain how much of it to credit at the time, but she'd seen further signs-slight allusions and assumptions in mission statements. Funding discrepancies on "fringe" projects. Barely there, even if you knew what to look for.

The Guest. The entire reason the SSR had become SHIELD, and gained so much power and influence.

"Carter recommissioned this facility after the Whitehall operation." Fury said, stepping around her, his own eye studying the corpse. "ET here has been a resident ever since."

"What is it?" Hill asked, her eyes raking up and down the alien's oddly human-like anatomy. There were some signs of decay, but not much, given how old the corpse was. Everything below the torso was missing, allowing her to glimpse the significant musculature and dense bone—clearly super-strong, probably super-durable too.

"No idea." Fury shook his head. "Doesn't look at all like our blonde friend with the hammer, though, does it? Dr. Selvig mentioned Ice Giants, but Coulson—" Hill felt a distant stab at the name, "—in his report said Thor described those as having red eyes. Could be a bilgesnipe, for all we know." He shook his head again. "The universe gets bigger, but we don't seem to learn anything more."

"You're drawing blood." Hill observed, noting the tubes shoved into the alien's torso.

"Among other things." Fury nodded. "Degeneration set in ten years ago. Only so much cyrogenics and nutrient baths can keep in check. I made the call to extract everything we could while it was still good."

"Good?" Hill questioned, looking at her superior. _Good for what?_

Fury slid the tube back into the wall without another word. "If the Asgardians are typical of the sort of playmates we can expect to see," he said, moving toward the door, "then that makes us the near-sighted athsmatic kid with brittle bones and a cello on the playground."

Hill's forehead wrinkled. The director's penchant for metaphor occasionally eluded her. "Sir?"

"The fresh meat." Fury clarified, opening the door and waking out. Hill followed him. "The new kid. The runt. The straggler in the herd. Belgium. Ethiopia. That's us. The one everyone loves to pick on. We left an impression on the Chitauri, but individually, they're capable of things our soldiers can't even dream of. If it wasn't for the Avengers, we'd have had no way of keeping them back."

"Yes sir." Hill nodded. It was the logical conclusion of every analysis they'd conducted, and it was the main topic of half the comittee meetings she'd been holding. _How do we stop this from happening again? And what if we can't?_

Fury paced down the hallway, leather coat billowing behind him. "We need every edge we can get, anything that we can pull from our enemy."

"Even blood." Hill nodded, beginning to understand.

"Even blood." Fury agreed, opening up another door marked "Observation Deck." There was a set of stairs leading up. "Things are moving fast now, Hill. They're only going to get faster. We need to be prepared for anything. War, betrayal, terror... People are going to die, Hill. Good people. People we can't afford to lose."

"People already have." Hill said, mostly to herself as she climbed the steps after him. _Damnit, Phil. You would the type to rush in and get yourself killed, saving an alien, no less._ Fury was right. They were going to have more of that in the days to come. Better to steel yourself, so that you didn't even feel the death of close, trusted friends.

"We need to find out how to bring them back." Fury said.

Before Hill could ask exactly what he meant by that, Fury swung open a door and the two of them entered the observation deck. There were a few doctors there already, milling anxiously around the wall-length windows looking down at the surgery room below. Hill recognized all of them—two were respected specialists in their field, the third was a discredited scientist who had released a controversial study last year, and the last had been officially dead for three years.

The scientists barely looked up as they entered. Fury walked up to the glass and looked down, almost casually. Hill followed suit and glanced down

There, on the operating table, surrounded by four or five doctors in blue scrubs, was the late Agent Coulson, eyes wide, nostrils flaring, mouth open in what Hill could only imagine was a scream. If she listened, she could almost hear it through the glass.

Apparently for Fury, that wasn't enough. "Can we get audio?" He asked the room at large.

The scientists looked up at this, and Hill took in their faces—grey, exhausted, horrified. "We... we can." Volunteered the officially-dead one. Down below, Coulson seemed to have stopped screaming, but his mouth was trembling. "We turned it off... the things he was saying..."

"Turn it back on." Fury said

The scientist paled, but she obediently flipped the switch. Words flooded into the room. "..._die... please, let me... let me die... PLEASE_!"

Hill had once read a report from a Hong Kong operation. They'd taken out a Triad cell, and in one of the torture chambers, they'd found Agent Coulson. He'd been missing for two months. Per official SHIELD policy, he'd been marked MIA and all operations he'd been privy to were marked as compromised. The assault team hadn't even known he was there. It was blind chance.

The Triads knew torture. They'd been doing it for centuries. They'd taken the best tricks from the Gestapo and refined them. Hot needles under the fingernails, water drips, audio dissonance, that sort of thing. Yet all the reports of Coulson said the same. They'd never touched him. He kept reciting the same list of names, over and over.

_...Guarnere... Compton... Jones... Sousa... Dugan... Barnes..._

And so on. The entire roster of the 107th battalion, the one Captain America had rescued from Hydra headquarters. In order of birthdate. Whenever he got to the end, he would just jump back to Geraltson, the WWI vet who'd come back for more, and go through the list again, until he was down to Pevensie, the 16-year-old who'd lied about his age.

He hadn't told the Triad a single thing. The pain hadn't even touched him.

And now he was whimpering for the doctors below to end his life.

The doctors were talking. "...no nerve endings in the brain, he shouldn't be feeling a thing..."

"...perhaps pain is more physiological than tangible. The trauma of memories being re-written..."

"...no anasthetic?"

"...need to do it as new memories are being formed, once they're stored in the hippocampus it's much harder to..."

"Stimulating his mind to recall the events being..."

They flowed around her, on the edge of her consciousness. All she could see was the man on the operating table, the exposed pulp of his brain, the horrible clicking robot poking at it.

And Fury, standing beside her, cold, implacable, watching as one of his best friends screamed for mercy.

"Terrestrialized Alien Host Integrative Tissue Initiative." He said, after a few moments.

Hill blinked. "What?"

"TAHITI. Terrestrialized Alien Host Integrative Tissue Initiative." He said. "We discovered that a compound from the Guest, GH-325, stimulates regenerative muscle and tissue growth. We turn back the boat of Charon and raise the dead." He shrugged. "Only problem is, the process tends to drive the subject insane."

"I... see." Hill distantly wondered who the cold-hearted bastard who'd overseen these 'experiments' must have been.

"Best solution we've found is to directly overwrite memories, using the MOM." Fury gestured to the robot. "Memory Overwrite Machine." He grimaced. "Not the cleverest name."

Coulson let loose a piercing scream. One of the scientists reached for the knob, but Fury gave him a look.

"And that... works?" Hill forced herself to stay focused. This was a huge development. A major strategic advantage.

Fury shrugged. "Work in progress. Had some setbacks. Coulson is the first we've brought back who was actually medically dead."

"I see." Hill said, but she didn't. And she had to know. "Why?"

"To bring back people we can't afford to lose." Fury said. "People who will do the things we can't."

_The Avengers._ Of course this was about the Avengers. Wasn't everything, when it came to Fury? "Why... choose Coulson?"

"Not a choice." Fury shook his head. "Orders from higher up."

Hill glanced sharply at this. Fury didn't take orders from higher up. Not from anyone except the WSC, and he didn't listen to them half the time. And he didn't follow a single order he disagreed with.

Fury saw her look, and gave a single shake of his head. "I buried that information with Coulson." He said. "All you need to know is: this was necessary."

"Sir." Hill just gave a curt nod, and turned back to study Coulson's shaking corpse.

It made sense, she told herself, as Coulson's pleas faded into the background. In some ways, it made MORE sense than Fury's Avengers Initiative—one of the weak points in that plan had always been what happened if one of them died. Hell, if Thor had died in the battle they could've had an intergalactic war on their hands. No, Fury was right. TAHITI was necessary. Perhaps even Coulson's pain was necessary.

And it was necessary to tell her, of course, to show her this, so that if _Fury _died, she would know what to do. But a part of her wondered. _Would I do this to Fury?_ She wondered. _If he died, would I bring _him _back? Would he want me to?_

But that wasn't what really unnerved Hill. What unnerved Hill, as she stood there beside the Director, watching a fellow Agent scream and beg for death, was the question:

_Would Fury do this to me?_

* * *

**A/N:** This has been in planning since I started the series, basically, but I wasn't sure how to do it-how much Hill should know already and how much Fury should be revealing. I finally decided she would know about the Guest, but not about Tahiti. It's not important for her to know about Tahiti, but (in my head canon) the Guest is the whole reason SHIELD exists, the thing that galvanized nations the world over into forming and funding a massive organization. You need a united threat to bring people together like that-aliens are the only ones that make sense.

The Hitler line was a throwaway gag. Apparently, in the comics, Bucky WAS the guy who killed Hitler, so there's some precedent there.


	8. Demands of the Future

**The Demands of the Future**

The heading to the e-mail was "Hi this is Candi from last nite" Fury eyed it for a moment before clicking on the e-mail.

_Hi you may not remember me but we met at your luau yesterday and I just wanted to say thnx for the great time! I really liked that one house guest of yours, we got along really well!1! Anyways I was just wondering if you'd like to meet for drinks this Friday? I'm in a wild mood and out to get the hangover of my life. Let me know!_

_PS. Check out this pic of me! link_

Fury did not click on the link. He knew no girl named Candi, he had hosted no barbecue, yesterday he had been working here late into the next morning coordinating relief efforts in the city and dealing with the fallout from the Council, as the internal monitors and any other eavesdropping spy agency would be easily able to verify.

But still he sat there, staring at the e-mail, for a long stretch of moments, ignoring the many crisises scrolling across the massive screen to his left.

Again he read the lines. _...out to get the hangover of my life._

Jesus. He'd know it was inevitable, but the emphasis...

And Friday! Friday was too soon, there was no way he could make the arrangements in time... but no. He could. He had to.

He had to be there to see it finished.

Reaching out, he took the mouse and clicked the link.

* * *

Fury still believed in heroes. He also believed he would never be one.

The man, just across from him, with a giant hole in the middle of his chest, had been one. He'd walked with giants without fear, with no thought of how to seize their power. He'd gone up against a god with nothing but his spunk and an untested piece of ordnance that he hadn't even known how to use. He'd died with the last words on his lips about how his death could serve the greater good.

Fury could never have done that. Fury could have planned something like that, perhaps—a heroic sacrifice to inspire people to come together. But it would have just been that—a plan. A clever bit of drama to trick people into doing what he wanted. Just like now, as he pondered how to play up this good man's death to give it the maximum impact (_the cards, he loved the cards, smear them with blood, drop on the table, there was an idea, old-fashioned notion…_). Fury could never be simple, earnest, inspiring. He was too paranoid, too manipulative, too sneaky to be like Coulson.

Coulson had been a hero, and now he was dead.

That was a problem.

Fury wasn't above sentiment, he felt things as other men did. But as with so much else, Fury had learned to compartmentalize his emotions and keep them from interfering with his work. His friend—in as much as Fury _had_ friends—was dead. That was sad. A hero had been lost. That was significant.

Coulson was gone. That was serious.

Coulson was the future. The future of SHIELD, more specifically. Fury had been grooming him as his replacement for over a year now. (Technically it wouldn't have been his call, it would have been the WSC's decision, but Pierce would honor any request Fury made.) Hill was more effective, more ruthless, but when it came down to it, she was too much like Fury—too pragmatic to be a hero. She would follow any ship that served her goals, but if it looked like that ship was unsalvageable, she'd probably jump to the next passing boat. Fury knew he would.

Coulson was different. Coulson was the sort of captain who would literally go down with the ship and keep bailing after it was ten feet under. He was a believer. A loyalist, passionately devoted to an ideal of SHIELD that had died out long before Coulson'd ever joined—if indeed it'd ever existed at all. To him, this was more than a job, more than a tool. SHIELD to Coulson was a whole ideology, a whole way of life.

And that was what SHIELD would need, now more than ever. Someone who could restore SHIELD to what it was meant to be.

The essence of SHIELD was protection. Fury knew that. Fury also knew he was terrible at it. Oh, he hobbled along well enough—kill the right people, and enough of the rest would live to face the next threat. But that created more problems than it solved, most days. Fury only kept at it because it was the only thing he knew. When you were a hammer, every problem looked like a nail, and when you were a soldier, every situation looked like a target.

There was a better way, Fury believed. A better way to prepare the Earth, to rally them for what was coming. He didn't know what it was—but Coulson would have. If he'd lived, anyway.

Coulson was a protector, through and through. People trusted Coulson. People might respect Fury, but they would never trust him. (well, except Coulson, because Coulson was crazy). There was a reason why Fury'd sent Phil to recruit Stark. There was a reason why he'd gotten Thor to so quickly ally himself with SHIELD.

Coulson was one of them. Coulson was a hero.

Had been. Now he was dead.

And without him, so was SHIELD's future.

Fury made his decision. "Wrap him up." He said to the medics. "Take him down to cold storage."

The lead medic blinked at him. "Cold storage? But sir..."

Coulson would have said, "Trust me." Fury just glared at the man until he quailed.

They slid Coulson's body into a plastic-sheeted bag and hoisted him onto the gurney, then wheeled him off.

Fury watched them go. He'd make the arrangements with Dr. Goodhart later. _One pound of frozen meat for the luau, rush order, give to the House Guest… _TAHITI had never really been shut down. There was twisted sort of poetry, in Coulson being its first real test.

Coulson would hate him for it. Probably never forgive him. But that was all right. Fury didn't need Coulson.

The _world_ needed Coulson.

* * *

**A/N:** Nearly done! One more crack chapter and we'll call this good.

I think Fury's connection to Coulson is incredibly interesting. Clearly he had plans for Coulson even before it was necessary to rebuild SHIELD. I remember during Season 1, I wondered if Fury just knew they'd need someone with alien DNA to brace for the coming invasion. But the fact that he wanted him as director... that speaks volumes, to me. Fury respected Coulson, and wanted him around for SHIELD


	9. Variations on the Death of Coulson

**Variations on the Death of Coulson**

* * *

**A/N: **_The title for this story was taken from David Ives' "Variations on the Death of Trotsky," a one-act play of eight different ways the russian revolutionary Leon Trotsky could have died (he was hit in the head with an ice-axe by his gardener, a soviet assassin). It's a hilarious play, and the title seemed apropos, but I realized toward the end that really none of my one-shots were actual variations on Coulson's own death. So, in homage and with apologies, here are some legitimate variations on Coulson's demise._

* * *

Loki stared at the strange human, coughing as he was slumped against the wall, head tilted at an angle.

Slowly, the human's head lilted over, enough for the man to see the smoking, charred hole in his chest.

"Ohhhh…" The man nodded. "You're supposed to hold it with the OTHER end around…"

* * *

"Think I'm checking out here, boss…"

"Not an option." Fury frowned.

"No, it's really not." Coulson eyed him. "I mean, I really don't think I have any choice in the matter. You're behaving like that guy in the movie who says, 'I ain't got time to bleed.' Honestly, boss, are you just a collection of action movie tropes?"

Fury continued frowning. "It can't be that bad, if you can talk so much."

"That's another trope. Dying people always have all the time in the world to get out their last profound words. I thought of some, but I'm not going to say them. Until I say them, I can't…."

Coulson's head lolled off to the side and his eyes rolled up.

* * *

Something stabbed deep into Coulson's chest, invading some of his favorite internal organs. He could feel his ribs snapping, and his horrified eyes tracked downward to see the glistening point of the scepter, protruding from his chest, blue gem shining amidst the flecks of blood and bone.

"Oh my gosh! It went all the way through!" The scepter gave a sudden painful lurch backward and suddenly Loki, of all people, was catching him. "I'm so sorry, that's incredibly embarrassing, I just meant to tap you, you know… brainwash you like the others… I really don't know my own strength around you people, I think I must have just put a BIT too much elbow grease into it…"

"Kinda… prefer this… actually." Coulson gasped out, sinking to the floor.

* * *

"Agent Coulson is down."

_ "Medics are en route to your location…"_

"They're here." A pause. "They called it."

"Hang on." Coulson looked up at his boss. "I'm not dead yet."

"Quiet." Fury glared at the agent.

"I think I might pull through." Coulson smiled. "I think it's got something to do with the drug trials for the TAHITI project."

"It's more inspiring this way." Fury gestured. "Gives the rest of the team something tragic to coalesce around."

"Couldn't they coalesce around me being 'mortally wounded' or something?"

"Nope. Not tragic enough." Fury shook his head, unholstering his pistol.

"I feel fine, actually." Coulson said, struggling upward. "Let me just…"

BLAM!

Coulson's eyes went wide and he slumped to the floor.

"Shh…" Fury patted the side of the dead agent's face. "Brave, brave Coulson. You shall not have died in vain."

* * *

Coulson saw just the faintest flicker in the Loki he was staring at, and on the whim of a moment, jogged sideways. A flashing scepter stabbed through the air just a few inches to the left, where his heart had been moments ago.

"Ha!" He said, whirling around to see a very-startled Loki. The god was too close to allow for much thought; Coulson's finger tightened on instinct.

The bolt hit Loki and sent him crashing into the bulkhead. The recoil sent Coulson shooting across the floor and through the open shaft.

_Well._ Coulson thought, as the silhouette of the helicarrier above him shrank with alarming swiftness. _So that's what it…_

* * *

Coulson's knees gave out and he collapsed to the floor. "I guess… I get the point…" He coughed.

Loki, god of chaos, stared at him with an incredulous expression.

Coulson gave a shrug. It hurt. "Best I could do…"

Loki rolled his eyes. "Honestly, you people." He snorted, making his way to the console.

"Shoot." Coulson murmured, eyes lazily tracking Loki's path as it intersected with the fallen muzzle of his gun. "You're fired."

Brilliant energy lanced through the air and sent Loki flying through the bulkhead and out into the open air.

Coulson's eyes tracked up to where Thor was watching him, with some sort of mixture of sadness, triumph, and surprise. And just a hint of disappointment.

Coulson gave another shrug—his last, probably. "C'mon man, you're killing me."

* * *

"Oh, drat." Loki frowned, as Coulson sank to the floor. "I could have sworn that's where your heart was."

"Left… side…" Coulson corrected him.

"Right. Here we go again…."

AAAGGH!

"No… you're still not dead." Loki frowned.

"Lower…" Coulson gasped. "That's… shoulder…"

"Oh, ah."

AAAGH!

"Odin's beard, is that… is that a spleen?"

"T…too… l…low…

"Sun and stones, I can't believe this. I got top marks in Asgardian anatomy, you're not THAT different from us."

"Here…" Coulson beckoned for the scepter. "Let me."

* * *

"The medics'll be here soon." Fury told Coulson. "Hang on. Eyes on me."

"It's all right, boss." Coulson murmured. "If this was ever going to work, they needed something to… to believe in."

He fell silent. Fury bowed his head.

"Oh, one thing." Coulson opened his eyes suddenly. "Those vintage Captain America cards… they're in my locker? Can you get Cap to sign them?"

Fury frowned. "Sure, I guess. But why…"

"And then send them to Audrey. I'd like her to have them as… as a memento." Coulson coughed wetly. "Just… be careful with them, all right? Don't crease them or put them in direct sunlight or store them anywhere humid." He looked down at Fury's fingers. "And put gloves on before handling them, the last thing they need is… bloodstains… all …o…ver…"

Coulson's eyes rolled back and his head slumped on his chest. Fury stood up and looked down at the body.

"Bloodstains." He said, contemplatively. "Well, that's an idea."


End file.
